VolitionRx Ltd美股招股说明书(2025-10-09版)

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary psupplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and ECommission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securthey are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Filed Pursuant to RuleRegistration No. 33 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated April 18, 2025) VOLITIONRX LIMITED We are offeringshares of our common stock, par value $0.001 per share, and accompanying common stock wpurchaseshares of our common stock.Each share of common stock is being offered and sold together with an accompanyingstock warrant to purchase one share of common stock at a combined offering price of $.This prospectus supplement also relaoffering of the shares of our common stock issuable upon exercise of such common stock warrants. The shares of common stock and the accompanying common stock warrants are immediately separable and will be issued sbut can only be purchased together in this offering.Each common stock warrant will have an exercise price per share of common stoc$and will be exercisable from the date of issuance and will expire on the date that is five years after the date of issuance, subjownership limitation described in this prospectus supplement.See “Description of Securities We Are Offering” in this prospectus sufor additional information. The common stock warrants will be issued in book-entry form pursuant to a warrant agency agreement band VStock Transfer, LLC as warrant agent, or the Warrant Agent. Our common stock is listed on the NYSE American market, or the NYSE American, under the symbol “VNRX.” On Octobethe last reported sale price of our common stock on the NYSE American was $0.65 per share.There is no established public trading mthe common stock warrants and we do not expect a market to develop.We do not intend to list the common stock warrants on tAmerican or any other national securities exchange or nationally recognized trading system.Without an active trading market, the lithe common stock warrants will be limited. (1)We have agreed to reimburse the underwriter for certain expenses.See “Underwriting” on page S-22 of this prospectus suppladditional disclosures regarding underwriting discounts, commissions and estimated offering expenses. We have also agreed to isunderwriter warrants to purchase up to 7.0% of the shares of common stock sold in this offering, including any shares of ourstock sold pursuant to the underwriter’s option to purchase additional securities.(2)The amount of proceeds to us, before expenses, presented in this table does not give effect to any exercise of the common stock w Certain insiders may purchase securities in this offering. However, because such insiders have not entered into any binding aor commitments to purchase securities, they may elect not to purchase any securities in this offering. We have granted the underwriter an option for a period of 30 days from the date of this prospectus supplement to purchaseadditionalshares of common stock and accompanying common stock warrants to cover overallotments at the public offeringunderwriting discounts and commissions. If the underwriter exercisesits option in full, the total underwriting discounts and compayable by us will be $, and the total proceeds to us, before expenses, will be $. Investing in our securities involves a high degree of risk. You should carefully consider all of the information set forprospectus supplement, the accompanying base prospectus and the documents incorporated by reference in this prospectus subefore deciding to invest in our securities. Please see “Risk Factors” on page S-7 of this prospectus supplement and pageaccompanying base prospectus and in the documents incorporated by reference in this prospectus supplement and the accombase prospectus to read about factors you should consider before buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovsecurities being offered by this prospectus supplement or the prospectus to which it relates, or determined if this prospectus suor the prospectus to which it relates are truthful or complete. Any representation to the contrary is a criminal offense. The underwriter expects to deliver the shares of common stock and the accompanying common stock warrants against paymaboutOctober, 2025, subject to customary closing conditions. Newbridge Securities Corporation The date of this prospectus supplement is October, 2025. TABLE OF CONTENTS PPROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATIONUSE OF PROCEEDSDIVIDEND POLICYDILUTIONDESCRIPTION OF SECURITIES WE ARE OFFER